Payments to Lessee. With respect to any payment or indemnity hereunder, such payment or indemnity shall have included an amount payable to the Tax Indemnitee sufficient to hold such Tax Indemnitee harmless on an After-Tax Basis from all Taxes required to be paid by such Tax Indemnitee with respect to such payment or indemnity under the laws of any federal, state or local government or taxing authority in or of the United States, or under the laws of any taxing authority or governmental subdivision in or of a foreign country; provided that, if both (w) any Tax Indemnitee determines in it sole discretion that is has recognized either (1) a credit or refund of any Indemnified Tax, or (2) a reduction in Taxes that are not Indemnified Taxes, in either case as a result of the Lessee's indemnity or payment under this Section 7.1; and (x) such credit, refund or reduction was not taken into account in computing such payment or indemnity by the Lessee ("Tax Savings"), then such Tax Indemnitee shall pay to the Lessee an amount equal to the excess of: (y) such Tax Savings, over (z) the sum of (I) any tax benefit realized by the Lessee as a result of this payment by such Tax Indemnitee, plus (II) any Taxes imposed on such Tax Indemnitee by reason of its receipt or accrual of the Lessee's indemnity or payment; provided further that, (i) if at the time such payment shall be due to the Lessee, a Lease Event of Default shall have occurred and be continuing, such amount shall not be payable until such Lease Event of Default shall have been cured, and (ii) the amount that such Tax Indemnitee shall be required to pay to the Lessee shall not exceed the amounts that the Lessee has theretofore paid such Tax Indemnitee under this Section 7.1 with respect to such indemnity relating to the same Tax Claim, less the amount of all prior payments made to the Lessee in respect of such indemnity or a substantially identical indemnity under this section 7.1(f). If it is subsequently determined that the Tax Indemnitee was not entitled to such tax benefit for which payment was made to the Lessee hereunder, the amount of such tax benefit that is required to be repaid or recaptured will be treated as Taxes for which the Lessee must indemnify the Tax Indemnitee pursuant to this Section 7.1 without regard to paragraph (c) hereof. For purposes of this Section 7.1, in determining the order in which the consolidated (for federal income tax purposes) group to which such Tax Indemnitee belongs utilizes withholding or o...
Payments to Lessee. Any payment to the Lessee under clause 2.10 in accordance with the paragraph entitled “FOURTH” shall be made reasonably promptly but in any event within five (5) Business Days after the date of actual and unconditional receipt by the Lessor of the Net Sale Proceeds.
Payments to Lessee. The reopening of the Building pursuant to this Lease has great value to the City and its citizens as the principal indoor recreational resource in the greater Lynden community. Xxxxxx’s intended improvements to the Building will provide further community benefit. In consideration thereof, Lessor will make payment to Lessee as described below.
Payments to Lessee. (a) If any Tax Indemnitee shall realize a Tax benefit (net of any Tax detriment not otherwise paid or indemnified against by the Lessee hereunder) as a result of any Taxes paid or indemnified against by the Lessee under this Section 7 (whether by way of deduction, credit, allocation or apportionment or otherwise), such Tax Indemnitee shall pay to the Lessee an amount equal to the amount of such Tax benefit, increased by the Tax Indemnitee's additional saved Taxes attributable to the payment being made to the Lessee hereunder.
Payments to Lessee. With respect to any payment or indemnity hereunder, such payment or indemnity shall have included an amount payable to the Tax Indemnitee sufficient to hold such Tax Indemnitee harmless on an After-Tax Basis from all Taxes required to be paid by such Tax Indemnitee with respect to such payment or indemnity under the laws of any federal, state or local government or taxing authority in or of the United States, or under the laws of any taxing authority or governmental subdivision in or of a foreign country; provided that, if both (w) any Tax Indemnitee determines in it sole discretion that is has recognized either (1) a credit or refund of any Indemnified Tax, or (2) a reduction in Taxes that are not Indemnified Taxes, in either case as a result of the Lessee's indemnity or payment under this Section
Payments to Lessee. All payments required to be made by Lessor to Lessee shall be delivered or mailed to Lessee at the address set forth in Paragraph 17c thereof or at any other address within the United States as Lessee may specify from time to time by written notice given to Lessor.
Payments to Lessee. (i) If any Tax Indemnitee shall realize a Tax benefit (net of any Tax detriment not otherwise paid or indemnified against by the Lessee hereunder) as a result of any Taxes paid or indemnified against by the Lessee under this Section 7.1 (whether by way of deduction, credit, allocation or apportionment or otherwise), such Tax Indemnitee shall pay to the Lessee an amount equal to the amount of such Tax benefit, increased by the Tax Indemnitee's additional saved Taxes attributable to the payment being made to the Lessee hereunder; provided, however, that in no event shall the aggregate amount paid by any Tax Indemnitee to the Lessee with respect to any realized Tax benefit exceed the aggregate amount previously advanced by the Lessee with respect to such Taxes but provided, further, that such excess shall be carried forward to reduce or offset any future obligations of the Lessee to such Tax Indemnitee under this Section 7.1.
Payments to Lessee. Any amount referred to in this Agreement or any other Operative Document which is payable by Lessor to Lessee or received by Lessee and expressly retainable by Lessee hereunder shall not be paid to or retained by Lessee if at the time of such payment or receipt by Lessee a Default shall have occurred and be continuing, but shall be held by or paid over to Lessor, as security for the obligations of Lessee under this Agreement and the other Operative Documents to be held and applied pursuant to Section 13 and applied against Lessee's obligations hereunder as and when due. At such time as there shall not be continuing any Default, such amount shall be paid to Lessee to the extent not applied in accordance with the preceding sentence.
Payments to Lessee. (i) If any Tax Indemnitee shall realize a Tax benefit (net of any Tax detriment not otherwise paid or indemnified against by the Lessee hereunder) as a result of any Taxes paid or indemnified against by the Lessee under this Section 7.1 (whether by way of deduction, credit, allocation or apportionment or otherwise), such Tax Indemnitee shall pay to the Lessee an amount equal to the amount of such Tax benefit, increased by the Tax Indemnitee's additional saved Taxes attributable to the payment being made to the Lessee hereunder; provided, however, that in no event -------- ------- shall the aggregate amount paid by any Tax Indemnitee to the Lessee with respect to any realized Tax benefit exceed the aggregate amount previously advanced by the Lessee with respect to such Taxes (in each case, computed on a pre-tax basis) but provided, further, that such excess shall be -------- ------- carried forward to reduce or offset any future obligations of the Lessee to such Tax Indemnitee under this Section 7.1.
Payments to Lessee. All payments to be made by Lessor to Lessee under or by reason of this Lease shall be made directly to Xxxxxx’s lenders pursuant to the provisions of Section 2.1 of the Collateral Assignment Agreement. [Signature page follows] DocuSign Envelope ID: 5C68EA33-FC67-4FD0-A49A-A301EBD6A195
